CONSENT OF SMITH BARNEY The Special Committee of the Board of Directors Lehman/SDI, Inc. 2600 One Logan Square Philadelphia, PA 19103 Attention: O. Gordon Brewer, Jr. and Ernest L. Ransome, III Members of the Special Committee We hereby consent to the (i) inclusion of our opinion letter to the Special Committee of the Board of Directors of Lehman/SDI, Inc. as Exhibit C to the Proxy Statement/Prospectus of SunSource Inc. and SunSource Capital Trust relating to the proposed corporate conversion and merger of SunSource, L.P. into SunSource, Inc., and (ii) references made to our firm and such opinion in such Proxy Statement/Prospectus. In giving such consent, we do not admit that we come within the category of persons whose consent is required under, and we do not admit that we are "experts" for purposes of, the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. By: /s/ ----------------------------------- Smith Barney Inc. New York, NY April 4, 1997